EMPLOYEE MATTERS AGREEMENT

---------------------- Forwarded by Michelle Cash/HOU/ECT on 12/08/2000 10:47
AM ---------------------------
From: Anne C Koehler on 12/08/2000 10:42 AM
To: Michelle Cash/HOU/ECT@ECT
cc:
Subject: EMPLOYEE MATTERS AGREEMENT

Please review and provide me with your comments at your earliest
convenience. We are trying to respond this afternoon. Thanks

Anne C. Koehler
Sr. Counsel, ENA
EB 3839
713-853-3448
----- Forwarded by Anne C Koehler/HOU/ECT on 12/08/2000 10:41 AM -----

"KAREN MADDREY" <KMADDREY@LLGM.COM<
12/07/2000 05:24 PM

To: <dkpenrod@aep.com<, <anne.c.koehler@enron.com<, <awills@velaw.com<,
<CHRIScollins@velaw.com<
cc: "DOUGLAS K. EYBERG" <Doug.Eyberg@LLGM.COM<, "DORIS RODRIGUEZ"
<DRODRIGU@LLGM.COM<, "MICHAEL WALLER" <MWALLER@LLGM.COM<
Subject: EMPLOYEE MATTERS AGREEMENT

This e-mail, including attachments, contains information that is confidential
and it may be protected by the attorney/client or other privileges. This
e-mail, including attachments, constitutes non-public information intended to
be conveyed only to the designated recipient(s). If you are not an intended
recipient, please delete this e-mail, including attachments, and notify me by
return mail, e-mail or at 713-287-2017. The unauthorized use, dissemination,
distribution or reproduction of this e-mail, including attachments, is
prohibited and may be unlawful.

Karen Maddrey, Secretary
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
1000 Louisiana, Suite 1400
Houston, TX 77002
713-287-2017
kmaddrey@llgm.com

- Y7102!.doc